Vaisala - Notice to general meeting

Notice to the Annual General Meeting

Vaisala Corporation
Stock Exchange Release
February 8, 2017 at 2:30 p.m.

Notice to the Annual General Meeting

Notice is given to the shareholders of Vaisala Corporation of the Annual General
Meeting to be held on Tuesday, March 28, 2017 at 6:00 p.m. at Vaisala
Corporation's head office, Vanha Nurmijärventie 21, 01670 Vantaa, Finland. The
reception of persons who have registered for the meeting will commence at 5:00
p.m.

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

At the Annual General Meeting, the following matters will be handled:

1. Opening of the Meeting

2. Matters of order for the Meeting

3. Election of the persons to scrutinize the minutes and to supervise the
counting of votes

4. Recording the legal convening of the Meeting

5. Recording the attendance at the Meeting and adoption of the list of votes

6. Presentation of the annual accounts, the review by the Board of Directors and
the auditor's report for the year 2016

Review by the President and CEO

Review by the Auditor

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend

The Board of Directors proposes to the Annual General Meeting a dividend of EUR
1.00 per share for the fiscal year 2016 to be paid. The dividend would be paid
to shareholders registered in the Register of Shareholders maintained by
Euroclear Finland Ltd on the record date of the dividend distribution, March
30, 2017. The Board of Directors proposes that the dividend will be paid on
April 6, 2017.

9. Resolution on the discharge of the members of the Board of Directors and the
CEO and President from liability

10. Resolution on the remuneration of the members of the Board of Directors

The Board of Directors proposes to the Annual General Meeting that the annual
remuneration payable to the Board members elected at the same meeting for a term
until the close of the Annual General Meeting in 2018 continue as follows: the
Chairman of the Board of Directors EUR 45,000 and each Board member EUR 35,000
per year. Approximately 40 percent of the annual remuneration will be paid in
Vaisala Corporation's series A-shares acquired from the market and the rest in
cash.

The Board of Directors proposes to the Annual General Meeting that the
attendance fee for the Chairman of the Audit Committee would be EUR 1,500 per
attended meeting and EUR 1,000 for each member of the Audit Committee and
Chairman and each member of the Remuneration and HR Committee and any other
committee established by the Board of Directors for a term until the close of
the Annual General Meeting in 2018. The attendance fees are paid in cash.


11. Resolution on the number of members of the Board of Directors

Shareholders representing more than 10% of all the votes in Vaisala have
announced their intention to propose to the Annual General Meeting, that the
number of Board members be eight (8). The proposal for the number of the Board
members is integrally related to the proposal by the same shareholders for the
election of the members of the Board of Directors as presented in section 12
below.

12. Election of members of the Board of Directors

The terms of office of Board members Mikko Niinivaara, Pertti Torstila and Raimo
Voipio will end at the Annual General Meeting.

Shareholders representing more than 10% of all the votes in Vaisala have
announced their intention to propose to the Annual General Meeting, that Mikko
Niinivaara, Pertti Torstila and Raimo Voipio be re-elected as members of the
Board of Directors and that Mr. Petri Castrén be elected as a new member of the
Board of Directors. Due to stipulations of the Articles of Association
concerning the term of the members of the Board of Directors Mr. Petri Castrén
would be elected for a term until the close of the Annual General Meeting in
2019 and the other member candidates proposed to be elected for a term until the
close of the Annual General Meeting in 2020. The above mentioned candidates have
given their consent to the election and their personal information is presented
on the Company's website www.vaisala.com/investors.

13. Resolution on the remuneration of the Auditors

The Board of Directors proposes to the Annual General Meeting that the Auditors
be reimbursed according to their invoice presented to the company.

14. Election of Auditor

The Board of Directors proposes on recommendation of the Audit Committee that
Deloitte & Touche Oy, Audit Firm, be re-elected as the Company's auditor.
Deloitte & Touche has nominated Merja Itäniemi, APA, as the chief auditor.

15. Proposal by the Board of Directors for authorizing the Board of Directors to
decide on the directed repurchase of own series A-shares

The Board of Directors proposes that the General Meeting authorize the Board of
Directors to decide on the directed repurchase of a maximum of 200,000 of the
Company's own series A-shares in one or more instalments with funds belonging to
the Company's unrestricted equity.

The shares shall be repurchased in a proportion other than that of the
shareholders' current shareholdings in the Company in public trading arranged by
NASDAQ Helsinki Ltd at the market price on the moment of repurchase (directed
repurchase). The shares shall be repurchased and paid according to the rules of
NASDAQ Helsinki Ltd and Euroclear Finland Ltd. Shares so purchased can be used
as consideration in possible acquisitions or in other arrangements that are part
of the Company's business, to finance investments, as part of the Company's
incentive program, or be retained, conveyed, or cancelled by the Company. The
Board of Directors is authorized to decide on the repurchase of own shares in
all other respects.

It is proposed that the authorization is valid until the closing of the next
Annual General Meeting, however, no longer than September 28, 2018. The
authorization replaces the previous authorization for directed repurchase of own
series A-shares granted by the Annual General Meeting on April 5, 2016.

16. Proposal by the Board of Directors for authorizing the Board of Directors to
decide on the issuance of the Company's own shares

The Board of Directors proposes that the General Meeting authorize the Board of
Directors to decide on the issuance of the Company's own shares as follows:

The authorization concerns only treasury series A-shares. The authorization is
limited to a maximum of 568,344 shares, which represents approximately 3.83 per
cent of all series A-shares in the Company and approximately 3.12 per cent of
all shares in the Company.

The issuance of own shares may be carried out in deviation from the
shareholders' pre-emptive rights (directed issue). The authorization entitles
the issuance of treasury series A-shares as a directed issue without payment as
part of the Company's share based incentive plan. The Board of Directors can
also use this authorization to grant special rights entitling subscription of
the Company's own shares that are held by the Company. The subscription price of
the shares can instead of cash also be paid in full or in part as contribution
in kind. The Board of Directors decides on all other conditions of the issuance
of own shares.

It is proposed that the authorization is valid until March 28, 2022. The
authorization replaces the previous authorization for issuing own shares granted
by the Annual General Meeting on April 5, 2016.

17. Resolution on the forfeiture of the so-called unclaimed shares entered in
the Vaisala Corporation joint book-entry account and of the rights attached to
such shares

As the shares of Vaisala Corporation were incorporated in the book-entry system
on October 22, 1994, the shareholders were to present their share certificates
and request that their shares be registered in their book-entry account within
the registration period specified in the decision by the General Meeting to
incorporate the shares in the book-entry system, i.e. no later than on October
21, 1994, which date was the last date of registration in accordance with
Chapter 3 a, Section 2 of the former Companies Act (734/1978). In accordance
with Chapter 3 a, Section 3 of the former Companies Act (734/1978), the Central
Securities Depository opened a joint book-entry account in the name of Company
for such shareholders who failed to present their share certificates and request
that their shares be registered latest on the aforementioned last date of
registration.

According to Section 8, subsection 2 of the Act on Implementation of the current
Limited Liability Companies Act (21.7.2006/625), the General Meeting may, in
accordance with Chapter 4, Section 10, subsection 2 of the current Limited
Liability Companies Act (21.7.2006/624), once ten years has elapsed since the
last date of registration and from the entry into force of the current Limited
Liability Companies Act, decide that, regarding the shares entered in the joint
book-entry account, the right to share incorporated in the book-entry system and
the rights such share carries have been forfeited, after which resolution the
provisions on treasury shares apply to the forfeited share. The current Limited
Liability Companies Act entered into force on September 1, 2006.

The Board of Directors proposes to the General Meeting that the General Meeting
decide in accordance with Chapter 4, Section 10, subsection 2 of the Limited
Liability Companies Act that, regarding the shares entered in the Vaisala joint
book-entry account referred to above, the right to shares incorporated in the
book-entry system and the rights such shares carry have been forfeited and that
the Board of Directors be authorized to take all actions required by said
decision.

On February 7, 2017 there were 4,820 shares on the joint book-entry account,
4,800 series A-shares and 20 series K-shares, which represent 0.03% of all the
shares in the Company. The forfeiture of shareholder rights would concern shares
that are in the joint book-entry account and with regard to which the
registration of shareholder rights to the shareholder's book-entry account has
not been requested and necessary documents needed for such registration
submitted to the shareholder's account manager prior to the commencement of the
Annual General Meeting i.e. by 6:00 p.m. (Finnish time) on Tuesday, March
28, 2017. The shares, whose registration of shareholder rights to the
shareholder's book-entry account has been requested as presented above prior to
the commencement of the Annual General Meeting, and which have been entered in
the shareholder's book-entry account by June 30, 2017, will not be subject to
the forfeiture of rights referred to above.

18. Closing of the Meeting





B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The aforementioned proposals of the Board of Directors on the agenda of the
Annual General Meeting and this notice are available at Vaisala Corporation's
web site at www.vaisala.com/investors starting from the date of this notice. The
Company's annual accounts, the review by the Board of Directors and the
Auditor's report are available on the above-mentioned website no later than
March 3, 2017. The proposals of the Board of Directors and the annual accounts
will also be available on view at the Annual General Meeting at Corporation's
head office in Vantaa, Vanha Nurmijärventie 21. Copies of these documents and of
this notice will be sent to shareholders upon request.



C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1. Right to attend and registration

Each shareholder, who is registered on March 16, 2017 in the Register of
Shareholders maintained by Euroclear Finland Ltd, has the right to participate
in the Annual General Meeting. A shareholder, whose shares are registered on
his/her Finnish book-entry account, is registered in the Register of
Shareholders of the Company.

A shareholder, who wishes to participate in the Annual General Meeting, may
register for the Meeting by giving a prior notice of participation no later than
on March 23, 2017 at 4:00 p.m. (Finnish time).

A prior notice of participation can be given:

a) through Vaisala's website at www.vaisala.com/investors
b) by email to paivi.aaltonen@vaisala.com
c) by telephone to +358 9 8949 2201    during working days between 9:00 a.m. and
11:00 a.m. (Finnish time).

In connection with the registration, a shareholder is expected to notify his/her
name, personal identification number, address, telephone number, the name of a
possible assistant or representative and the name and the personal
identification number of a possible proxy representative. The personal data
given to Vaisala Corporation by the shareholders will be used only in connection
with the Annual General Meeting and with the processing of related
registrations.

2. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her
rights at the Meeting by representative. A proxy representative shall produce a
dated proxy document or otherwise in a reliable manner demonstrate his/her right
to represent the shareholder. Should a shareholder participate in the meeting by
means of several proxy representatives representing the shareholder with shares
in different book-entry accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for the Annual General Meeting.

Possible proxy documents should be delivered in originals to Vaisala Oyj, Päivi
Aaltonen, PL 26, 00421 Helsinki, Finland or by email to
paivi.aaltonen@vaisala.com before the end of the registration time.

3. Holders of nominee registered shares

A holder of nominee registered shares is advised without delay to request from
his/her custodian bank necessary instructions regarding the registration in the
Register of Shareholders of the Company, issuing of proxy documents and
registration for the Annual General Meeting.

The account management organization of the custodian bank will register a holder
of nominee registered shares, who wants to participate in the Annual General
Meeting, to be entered in the temporary Register of Shareholder of the Company
at the latest on March 23, 2017 at 10:00 a.m. (Finnish time).



4. Other instructions and information

A shareholder present in the meeting has the right to present questions at the
Annual General Meeting in accordance with Chapter 5 Section 25 of the Limited
Liability Companies Act relating to the matters handled in the meeting.

On the date of this notice of the Annual General Meeting, February 8, 2017, the
total number of shares in Vaisala Corporation is 18,218,364 shares constituted
of 3,389,351 series K-shares and 14,829,013 series A-shares. Vaisala has
378,967 series A-shares in treasury. Each series K-share entitles its holder to
twenty (20) votes and each A-share entitles its holder to one (1) vote. The
total number of votes excluding the treasure shares is 82,424,483 of which
series K-shares represent 67,787,020 votes and series A-shares represent
14,637,463 votes.

Vantaa, February 8, 2017

Vaisala Corporation
Board of Directors

Additional information
Kaarina Muurinen, CFO
tel +358 40 577 5066
Vaisala Corporation

Distribution
NASDAQ Helsinki
Key media
www.vaisala.com

Vaisala is a global leader in environmental and industrial measurement. Building
on 80 years of experience, Vaisala contributes to a better quality of life by
providing a comprehensive range of innovative observation and measurement
products and services for chosen weather-related and industrial markets.
Headquartered in Finland, Vaisala employs approximately 1,600 professionals
worldwide and is listed on the NASDAQ Helsinki stock exchange.
www.vaisala.com      www.twitter.com/VaisalaGroup


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Attachments:

Notice to the Annual General Meeting.pdf